EXHIBIT 3.14
DELAWARE
CERTIFICATE OF INCORPORATION
OF
THE TRUMP TAJ MAHAL CORPORATION
* * * * * * *
ARTICLE I
The name of the corporation (the "Corporation") is: THE TRUMP TAJ
MAHAL CORPORATION
ARTICLE II
The address of its registered office in the state of Delaware is 1209
Orange Street in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is 675,000 shares of Common Stock, $.01 par value per share.
ARTICLE V
All securities of the Corporation are held subject to the condition
that if a holder thereof is found to be disqualified by the New Jersey Casino
Control Commission pursuant to the provisions of the "Casino Control Act" of New
Jersey, Public Law 1977, Chapter 110, as amended or as may hereinafter be
amended.
ARTICLE VI
The name and mailing address of the incorporator is as follows:
Maurice M. Lefkort
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
ARTICLE VII
In furtherance and not in limitation of the powers conferred by
statute, the by-laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by a majority of the entire board of directors.
ARTICLE VIII
Elections of directors need not be by written ballot.
ARTICLE IX
1. INDEMNIFICATION. The Corporation shall indemnify to the fullest
extent permitted under and in accordance with the
-2-
laws of the State of Delaware any person who was or is a party or its threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director, officer, incorporator, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, trustee, employee or agent of or in any other capacity
with another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful.
2. PAYMENT OF EXPENSES. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall (in the case of any action, suit or
proceeding against a director of the Corporation) or may (in the case of any
action, suit or proceedings against an officer, trustee, employee or agent) be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article 9.
-3-
3. NONEXCLUSIVITY OF PROVISION. The indemnification and other
rights set forth in this Article shall not be exclusive of any provisions with
respect thereto in the by-laws or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.
4. EFFECT OF REPEAL. Neither the amendment nor repeal of this
Article IX, subparagraphs 1, 2, or 3, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with Article IX, subparagraphs 1, 2,
or 3, shall eliminate or reduce the effect of this Article IX, subparagraphs 1,
2, and 3, in respect of any matter occurring before such amendment, repeal or
adoption of an inconsistent provision or in respect of any cause of action, suit
or claim relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Article IX,
subparagraph 1, 2, or 3, if such provision had not been so amended or repealed
or if a provision inconsistent therewith had not been so adopted.
5. LIMITATION ON LIABILITY. No director shall be personally liable
to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for any matter in respect of which such
director (A) shall be liable under Section 174 of the General Corporation Law of
the State of Delaware or any amendment thereto or successor provision thereto,
or (B) shall be liable by reason that, in addition to any and all other
requirements for liability, he:
(i) shall have breached his duty of loyalty to the Corporation or its
stockholders;
-4-
(ii) shall not have acted in good faith or, in failing to tact, shall
not have acted in good faith;
(iii) shall have acted in a manner involving intentional misconduct
or a knowing violation of law or, in failing to act, shall have acted
in a manner involving intentional misconduct or a knowing violation of
law; or
(iv) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended
after October 16, 1990 to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Delaware makes this Certificate, hereby declaring and certifying that
this is his act and deed and the facts herein stated are true and, accordingly,
has hereunto set his hand this 16th day of October, 1990.
/s/ Maurice M. Lefkort
___________________________________
Maurice M. Lefkort
-5-
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
THE TRUMP TAJ MAHAL CORPORATION
(Adopted in accordance with the provisions of Section 241 of the General
Corporation Law of the State of Delaware)
* * * * * * *
The Trump Taj Mahal Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: that the Corporation has not received any payment for any of
its stock.
SECOND: That the Board of Directors of the Corporation by written
consent of its sole member, filed with the minutes of the Board, adopted a
resolution that Article V of the Certificate of Incorporation be deleted and
replaced in its entirety with the following:
ARTICLE V
In accordance with and as provided by the New Jersey Casino
Control Act ("Casino Control Act") (NJSA 5:12-1 et seq.), L. 1978, Ch.
110, as amended or as may hereinafter be amended: (a) all transfers
(as defined by the Casino Control Act) of securities (as defined by
the Casino Control Act), shares and other interests in the Corporation
shall be subject to the right of prior approval by the New Jersey
Casino Control Commission ("Casino Control Commission") and (b) the
Corporation shall have the absolute right to repurchase at the market
price or purchase price, whichever is the lesser, any security, share
or other interest in the Corporation in the event that the Casino
Control Commission disapproves a transfer in accordance with the
provisions of the Casino Control Act.
THIRD: That the aforesaid Amendment was duly adopted in accordance
with the applicable provisions of Section 241 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate
of Incorporation has been signed by the President and attested by the Secretary
this 12th day of November 1990.
THE TRUMP TAJ MAHAL CORPORATION
/s/ Donald J. Trump
--------------------------------
Donald J. Trump,
President
ATTEST:
/s/ Harvey I. Freeman
- -------------------------
Harvey I. Freeman,
Assistant Secretary
-2-
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
THE TRUMP TAJ MAHAL CORPORATION
(Adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware)
* * * * * *
The Trump Taj Mahal Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: That the Certificate of Incorporation of the Corporation be
amended by adding a new sentence to end of Article IV thereof to read as
follows:
No nonvoting equity securities of the Corporation shall be
issued; this provision is included in this Amendment to the
Certificate of Incorporation in compliance with Section 1123 of
the United States Bankruptcy Code, 11 U.S.C. Section 1123, and
shall have no further force and effect beyond that required by
such section and for so long as such section is in effect and
applicable to the Corporation.
SECOND: That the aforesaid Amendment was duly adopted by the Board of
Directors and Shareholders of the Corporation in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
THE UNDERSIGNED, being the President of the Corporation, hereby
declares and certifies that this is his act and deed and the facts herein stated
are true and, accordingly, has hereunto set his hand this 24th day of September,
1991.
THE TRUMP TAJ MAHAL CORPORATION
/s/ Donald J. Trump
-------------------------------
By: Donald J. Trump,
Title: President
-2-
THE UNDERSIGNED, being the President of the Corporation, hereby
declares and certifies that this is his act and deed and the facts herein stated
are true and, accordingly, has hereunto set his hand this 24th day of September,
1991.
THE TRUMP TAJ MAHAL CORPORATION
/s/ Donald J. Trump
-------------------------------
By: Donald J. Trump
Title: President
Attest: /s/ Ernest E. East
------------------------
Secretary